By and between VisionCourse, LLC and all its subsidiary websites, who will be referred to as VisionCourse, LLC in this document, and the Web Hosting customer, who will be referred to in this document as "Customer". The parties agree to the following, which shall apply during the term of this agreement:
VisionCourse, LLC ("Company") agrees to furnish services to the Customer, subject to the following TOS (Terms of Service). Use of VisionCourse, LLC Service constitutes acceptance and agreement to VisionCourse, LLC's Acceptable Use Policy, as well as VisionCourse, LLC's TOS. All provisions of this agreement are subject to the TOS of VisionCourse, LLC, Inc. and AUP. The AUP may be changed from time to time at the discretion of the Company. Customer understands that change to the AUP by the Company shall not be grounds for early contract termination or non-payment.
- Order Acceptance and Payment
- All orders are subject to acceptance by VisionCourse, LLC. An order will be deemed accepted by VisionCourse, LLC when written (e-mail) confirmation of the order is sent to Customer. VisionCourse, LLC may refuse to accept or delay acceptance of any order for any reason.
- Payment and Terms: Payment shall be made in US dollars to VisionCourse, LLC. Payments are due upon account activation and future renewal. If due to bank charges, transfer fees, or the like, VisionCourse, LLC should receive less than its invoice amount, VisionCourse, LLC will re-invoice Customer for the shortfall. Should payment in full of any invoice (aside from such shortfalls) not be received by VisionCourse, LLC within ten (10) days after activation or renewal, VisionCourse, LLC may discontinue, withhold, or suspend services to Customer.
- Confidentiality: Customer acknowledges that by reason of its relationship with VisionCourse, LLC hereunder, it may have access to certain information and materials relating to VisionCourse, LLC's business, plans, customers, software, copyrighted code, intellectual property, and marketing strategies that is confidential and of substantial value to VisionCourse, LLC, which value would be impaired if such information were disclosed to third parties. Customer agrees that it will not use in any way for its own account nor for the account of any third party, nor disclose to any third party, any such information revealed to it by VisionCourse, LLC. Customer agrees that all code implemented and/or intellectual property into customer's WebSite or ProStores account is property of VisionCourse, LLC and can not be used on any other website or ProStores without prior payment and consent of VisionCourse, LLC in writing. Customer further agrees that it will take every reasonable precaution to protect the confidentiality of such information. In the event of termination of this agreement, there shall be no use or disclosure by the Customer of any such confidential information in its possession, and all confidential materials shall be returned to VisionCourse, LLC or destroyed. The provisions of this section shall survive the termination of the agreement for any reason. Upon any breach or threatened breach of this section, VisionCourse, LLC shall be entitled to injunctive relief, which relief shall not be contested by Customer.
- Disclosure to Law Enforcement: The AUP specifically prohibits the use of our service for illegal activities. Therefore, Customer agrees that the Company may disclose any and all Customer information including assigned IP numbers, account history, account use, etc. to any law enforcement agent who makes a written request without further consent or notification to the Customer. In addition VisionCourse, LLC shall have the right to terminate all service set forth in this Agreement.
- Term and Termination: Hosting and Subscription Services will commence on the Effective Date indicated in the Order and continue for the duration of the Initial Term. Thereafter, the Order will automatically renew for successive one month periods unless the Order is earlier terminated in accordance with its terms or either party gives written notice to the other party of non-renewal at least 30 days prior to expiration of the then-current term.
- Either party may terminate this Agreement immediately upon the occurrence of any one or more of the following events: (i) the other party fails to pay when due any amounts required to be paid under this Agreement; (ii) the other party breaches any material term or provision of this Agreement (other than a breach described in subsection (i) above), and if capable of cure, such breach remains uncured 30 days after the non-breaching party gives written notice thereof to the breaching party; or (iii) the other party becomes insolvent, makes an assignment for the benefit of its creditors, institutes or becomes subject to any proceeding under any bankruptcy or similar laws for the relief of debtors, or seeks the appointment of, or becomes subject to the appoint of, any trustee or receiver for all or any portion of such party's assets.
- VisionCourse, LLC may terminate this Agreement (i) if the Services are prohibited by applicable law, or become impractical or unfeasible for any technical, legal or regulatory reason, by giving Customer as much prior notice as reasonably practicable or (ii) immediately by giving written notice to Customer, if VisionCourse, LLC determines in good faith that Customer's use of the Customer Web site or the Customer Content violates the Acceptable Use Policy.
- Service Rates: Customer acknowledges that the nature of the service furnished and the initial rates and charges have been communicated to Customer. Customer is aware that the Company may prospectively change the specified rates and charges from time to time. The promotional offer is contingent upon Company achieving and maintaining its cost of service goals including but not limited to rates charged to company by its suppliers.
- Charges and Fees: Service will be interrupted on accounts that reach 10 days past due. Service interrupted for nonpayment is subject to a $100 reconnect charge. Accounts that are not collectable by VisionCourse, LLC may be turned over to an outside collection agency for collection. If your account is turned over for collection, you agree to pay the company a "Processing and Collection" Fee of not less than $50 not more than $150.
- Failure to Pay: The Company may temporarily deny service or terminate this Agreement upon the failure of Customer to pay charges when due. Such termination or denial will not relieve Customer of responsibility for the payment of all accrued charges, plus reasonable interest and any collection fees. Customer may cancel their account according to the terms of this agreement. All requests for canceling accounts must be made in writing with at least 30 days notice.
- Service Interruption: Customer acknowledges that the service provided is of such a nature that service can be interrupted for many reasons other than the negligence of the company and that damages resulting from any interruption of service are difficult to ascertain. Therefore, Customer agrees that the company shall not be liable for any damages arising from such causes beyond the direct and exclusive control of the company. Customer further acknowledges that the company's liability for its own negligence may not in any event exceed an amount equivalent to charges payable by Customer for services during the period damages occurred. In no event shall the company be liable for any special or consequential damages, loss or injury.
- Customer Support: VisionCourse, LLC provides technical support to our Customers with the exception of all federal holidays according to the following terms: VisionCourse, LLC provides support related to your server or virtual site physical functioning. VisionCourse, LLC does not offer tech support for application specific issues such as perl or php programming, html, flash, Servers not owned and maintained by VisionCourse, LLC, QuickBooks, ShipWorks, Blackthorne, third party software or any other such issue. VisionCourse, LLC does not provide technical support for Customer's end use customers.
- Spam Policy: VisionCourse, LLC takes a zero tolerance approach to the sending of Unsolicited Commercial Email (UCE) or SPAM over our network. Very simply this means that customers of VisionCourse, LLC may not use or permit others to use our network to transact in UCE. Customers of VisionCourse, LLC may not host, or permit hosting of, sites or information that is advertised by UCE from other networks. Violations of this policy carry severe penalties, including termination of service.
- Violation of VisionCourse, LLC's SPAM policy will result in severe penalties. Upon notification of an alleged violation of our SPAM policy, VisionCourse, LLC will initiate an immediate investigation (within 48 hours of notification). During the investigation, VisionCourse, LLC may restrict customer access to the network to prevent further violations. If a customer is found to be in violation of our SPAM policy, VisionCourse, LLC may, at its sole discretion, restrict, suspend or terminate customer's account. Further, VisionCourse, LLC reserves the right to pursue civil remedies for any costs associated with the investigation of a substantiated policy violation. VisionCourse, LLC will notify law enforcement officials if the violation is believed to be a criminal offense.
- First violations of this policy will result in an "Administrative Fee" of $250 and your account will be reviewed for possible immediate termination. A second violation will result in an "Administrative Fee" of $500 and immediate termination of your account. Users who violate this policy agree that in addition to these "Administrative" penalties, they will pay "Research Fees" not to exceed $175 per hour that VisionCourse, LLC personnel must spend to investigate the matter. PLEASE, DO NOT SPAM from your account.
- As our Customers are ultimately responsible for the actions of their clients over the VisionCourse, LLC network, it is advisable that Customers develop a similar, or stricter, policy for their clients.
- IP Address Ownership: If VisionCourse, LLC assigns Customer an Internet Protocol address for Customer's use, the right to use that Internet Protocol address shall belong only to VisionCourse, LLC, and Customer shall have no right to use that Internet Protocol address except as permitted by VisionCourse, LLC in its sole discretion in connection with the Services, during the term of this Agreement. VisionCourse, LLC shall maintain and control ownership of all Internet Protocol numbers and addresses that may be assigned to Customer by VisionCourse, LLC, and VisionCourse, LLC reserves the right to change or remove any and all such Internet Protocol numbers and addresses, in its sole and absolute discretion. Our allocation of IP addresses is limited by ARIN's new policies. These new policies state that use of IP addresses for IP based virtual hosts will not be accepted as justification for new IP addresses. What this means to you is that you MUST use name-based hosting where possible. We will periodically review IP address usage, and if we find that clients are using IP addresses where name-based hosting could be used, we will revoke authorization to use those IP addresses that could be used with name-based hosting.
- Bandwidth, Disk, and Shared Resource Usage: Customer agrees that bandwidth and disk usage shall not exceed the number of megabytes per month for the Services ordered by Customer on the Order Form, and the total shared resource usage, to be determined solely by VisionCourse, LLC, shall not exceed 10% at any one time (the "Agreed Usage"). VisionCourse, LLC will monitor Customer's bandwidth usage, disk usage, and shared resource usage. VisionCourse, LLC shall have the right to take corrective action if Customer's bandwidth, disk, or shared resource usage exceeds the Agreed Usage. Such corrective action may include the assessment of additional charges, disconnection or discontinuance of any and all Services, or termination of this Agreement, which actions may be taken is in VisionCourse, LLC's sole and absolute discretion. If VisionCourse, LLC takes any corrective action under this section, Customer shall not be entitled to a refund of any fees paid in advance prior to such action. In the event that a customer exceeds the included allocation, VisionCourse, LLC may, at its sole discretion, collect a deposit, in an amount determined by VisionCourse, LLC, against customer's credit card on file with VisionCourse, LLC.
- System and Network Security: Users are prohibited from violating or attempting to violate the security of the VisionCourse, LLC Network. Violations of system or network security may result in civil or criminal liability. VisionCourse, LLC will investigate occurrences, which may involve such violations and may involve, and cooperate with, law enforcement uthorities in prosecuting Users who are involved in such violations. These violations include, without limitation:
- Accessing data not intended for such User or logging into a server or account, which such User is not authorized to access.
- Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization.
- Attempting to interfere with service to any user, host or network, including, without limitation, via means of overloading, "flooding", "mail bombing" or "crashing".
- Forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting.
- Taking any action in order to obtain services to which such User is not entitled.
- Account/Service Cancellation: VisionCourse, LLC reserves the right to suspend network access to any customer if in the judgment of the VisionCourse, LLC network administrators the customer's server is the source or target of the violation of any of the other terms of the AUP or for any other reason which VisionCourse, LLC chooses. If inappropriate activity is detected, all accounts of the Customer in question will be deactivated until an investigation is complete. Prior notification to the Customer is not assured. In extreme cases, law enforcement will be contacted regarding the activity. The customer will not be credited for the time the customer's machines were suspended.
- Indemnification: VisionCourse, LLC wishes to emphasize that in agreeing to the VisionCourse, LLC AUP and TOS customer indemnifies VisionCourse, LLC for any violations that results in loss to VisionCourse, LLC or the bringing of any claim against VisionCourse, LLC by any third-party. This means that if VisionCourse, LLC is sued because of a customer's or a customer of a customer's activity, the customer will pay any damages awarded against VisionCourse, LLC, plus all costs and attorney's fees.
- Property Rights: VisionCourse, LLC owns all rights, titles and interests in VisionCourse, LLC's trade names, service marks, inventions, copyrights, trade secrets, patents, and know-how relating to the design, function, or operation of Plans and of the hardware and software systems and resources necessary to provide the individual service elements of which they consist. This agreement does not constitute a license to Customer to use VisionCourse, LLC's trade names or service marks. The use by Customer of the other property rights mentioned here is authorized only for the purposes of marketing and selling Plans.
- Applicable Law, Jurisdictional Matters: This agreement is to be governed by and construed under the laws of the State of California, the County of San Diego, and the United States of America. The federal and state courts of the State of California shall have exclusive jurisdiction to adjudicate any non-arbitrable dispute arising out of this agreement. Customer hereby expressly consents to (1) the jurisdiction of the courts of California and (2) service of process being effective upon it by registered mail sent to the address set forth at the beginning of this document, as may be changed from time to time by written notice actually received by VisionCourse, LLC. To the extent permissible by the law of Customer's jurisdiction, Customer waives any requirement that service of process or of any documents be made upon it pursuant to the provisions of the Hague Convention.
- Entire Agreement, Modifications: This agreement sets forth the entire agreement and understanding between the parties and merges all prior discussion between them. VisionCourse, LLC may make changes to this agreement upon thirty (30) days' written notice to Customer, advising of the change and the effective date thereof. Utilization of VisionCourse, LLC services by Customer and/or its Customers following the effective date of such change shall constitute acceptance by Customer of such change(s). Otherwise, this agreement may not be modified except for with written consent of both parties.
VisionCourse, LLC Acceptable Use Policy
VisionCourse, LLC has formulated this Acceptable Use Policy in order to encourage the responsible use of VisionCourse, LLC's services by our customers and other users ('Users'), and to enable us to provide our Users with secure, reliable and productive services.
1. General Conduct
VisionCourse, LLC, including the websites operated by VisionCourse, LLC (collectively, the 'VisionCourse, LLC Network'), may be used only for lawful purposes. Users may not use the VisionCourse, LLC Network in order to transmit, distribute or store materiall (a)in violation of any applicable law, (b)in a manner that will infringe the copyright, trademark, trade secret or other intellectual property rights of others or the privacy, publicity or other personal rights of others, or (c) that is obscene, threatening, abusive or hateful, or (d)constitutes slander, libel or defamation, (e) publicizes the personal information or likeness of a person without that person's consent or (f) otherwise violates the privacy rights of any person.
2. Child Pornography
VisionCourse, LLC will cooperate fully with any criminal investigation into a Customer's violation of the Child Protection Act of 1984 concerning child pornography. Customers are ultimately responsible for the actions of their clients over the VisionCourse, LLC network, and will be liable for illegal material posted by their clients. According to the Child Protection Act, child pornography includes photographs, films, video or any other type of visual presentation that shows a person who is or is depicted as being under the age of eighteen years and is engaged in or is depicted as engaged in explicit sexual activity, or the dominant characteristic of which is the depiction, for a sexual purpose, of a sexual organ or the anal region of a person under the age of eighteen years any written material or visual representation that advocates or counsels sexual activity with a person under the age of eighteen years. No credits will be issued for any interruption in service resulting from policy violations. Violations of the Child Protection Act may be reported to the U.S. Customs Agency at email@example.com.
3. System and Network Security
Users are prohibited from violating or attempting to violate the security of the VisionCourse, LLC Network, including, without limitation, (a) accessing data not intended for such User or logging into a server or account which such User is not authorized to access, (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization, (c) attempting to interfere with service to any user, host or network, including, without limitation, via means of overloading, 'flooding', 'mailbombing', 'crashing', or attempt to or cause denial of service attacks (d) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting (e) taking any action in order to obtain services to which such User is not entitled (f) the usage, hosting or installation of IRC , IRC bots or eggdrops type software to be operated on our servers or network. (g) Posting messages or programs that consume excessive CPU time or storage space (h) Utilize the Services to distribute or post any virus, worm, Trojan horse, or computer code intended to disrupt services, destroy data, destroy or damage equipment, or disrupt the operation of Services;(i) Utilize the Services to distribute, advertise or promote software or services that have the primary purpose of encouraging or facilitating unsolicited commercial e-mail or spam, or (j) Utilize the Services in any manner that might subject VisionCourse, LLC to unfavorable regulatory action, subject VisionCourse, LLC to any liability for any reason, or adversely affect VisionCourse, LLC public image, reputation or goodwill, including, without limitation, sending or distributing sexually explicit, hateful, vulgar, racially, ethnically or otherwise objectionable materials as determined by VisionCourse, LLC in its sole discretion. Violations of system or network security may result in civil or criminal liability. VisionCourse, LLC will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations.
Users may not send unsolicited e-mail messages, including, without limitation, bulk commercial advertising or informational announcements ('spam') in a way that could be reasonably expected to adversely impact the VisionCourse, LLC Network, including, without limitation, using an e-mail account on VisionCourse, LLC's network to send spam or bulk e-mail, or using the service of another provider to send spam or to promote a site hosted on or connected to the VisionCourse, LLC Network. In addition, Users may not use the VisionCourse, LLC Network in order to (a) send e-mail messages which are excessive and/ or intended to harass or annoy others, (b) continue to send e-mail messages to a recipient that has indicated that he/she does not wish to receive them, (c) send e-mail with forged TCP/IP packet header information, (d) send malicious e-mail, including, without limitation, 'mailbombing', (e) send or receive e-mail messages in a manner that violates the use policies of any other internet service provider, or (f) use an e-mail box exclusively as a storage space for data (g) Offering for sale or soliciting e-mail lists for the purposes of bulk e-mail.
Users who post messages to Usenet newsgroups are responsible for becoming familiar with any written charter or FAQ governing use of such newsgroups and complying therewith. Regardless of such policies, Users may not (a) post the same message, or a series of similar messages, to one or more newsgroups (excessive cross-posting or multiple-posting, also known as 'Usenet spam'), (b) cancel or supersede posts not originally posted by such User, unless such User does so in the course of his/her duties as an official newsgroup moderator, (c) post any message with forged packet header information, or (d) post messages that are excessive and/or intended to annoy or harass others, including, without limitation, chain letters.
6. Suspension; Termination
Any User which VisionCourse, LLC determines to have violated any element of this Acceptable Use Policy shall receive a written warning, and may be subject at VisionCourse, LLC's discretion to a temporary suspension of service pending such User's agreement in writing to refrain from any further violations; provided, however, that if VisionCourse, LLC deems it necessary, it may immediately suspend or terminate such User's service without issuing such a warning. Users that VisionCourse, LLC determines to have committed a second violation of any element of this Acceptable Use Policy shall be subject to immediate suspension or termination of service without further notice.
VisionCourse, LLC takes no responsibility for any material input by others and not posted to the VisionCourse, LLC Network, psdirectory.com and psdirectory.com message boards by VisionCourse, LLC. VisionCourse, LLC is not responsible for the content of any other websites linked to the VisionCourse, LLC Network; links are provided as Internet navigation tools only.